Revised Employment Agreement Between Lighting Science Group and Robert Warshauer


     

    

      Revised
        Employment Agreement

      


      


      This
        revised employment agreement (the “Revised Agreement”) is made as of March
        6th,
        2007,
        by and between Lighting Science Group Corporation, a Delaware corporation
        (the
“Company”) and Robert Warshauer, an individual, resident of New York (the
“Executive”).

      


      Recitals

      


      	A.  	
              Prior
                to the date of this agreement, Executive was President of the Company
                and
                a member of the Board of Directors.

            


      	B.  	
              The
                Company is closing on a new financing transaction, and as part of
                that
                transaction the Company requires Executive to revise the terms of
                his
                employment and resign his position as a member of the Board of Directors.
                

            


      	C.  	
              The
                Company wishes to modify and supercede Executive’s Original Employment
                Agreement, dated March 7, 2006 (the “Original Employment Agreement”), and
                have Executive continue in the employ of the Company and Executive
                wishes
                to continue his employment with the
                Company.

            


      


      Agreement

      


      In
        Consideration of the mutual premises herein set forth, and for other good
        and
        valuable consideration, receipt and sufficiency of which are hereby
        acknowledged, the parties have agreed as follows:

      


      	1.  	
              Executive
                shall remain an employee of the Company through December 31, 2007,
                at an
                annual salary of $1 per year.

            


      	2.  	
              Executive
                shall resign his position as President of the Company and as a member
                of
                the Board of Directors, effective on closing of the new financing
                transaction.

            


      	3.  	
              Company
                shall continue to provide, at no cost to Executive, full health and
                medical benefits, on the same terms as provided in Executive’s Original
                Employment Agreement, through December 31,
                2007.

            


      	4.  	
              The
                Lighting Science Group Corporation 2005 Equity Based Compensation
                Plan
                Employee Incentive Stock Option Agreement, dated March 7, 2006 (the
“March
                7, 2006 Options Grant”), including amendments, shall remain in full force
                and effect in accordance with its terms.

            


      	5.  	
              Company
                shall vest Executive in the March 7, 2006 Options Grant tranche,
                that
                vests on the first anniversary of Executive’s employment (March 7, 2007),
                for the purchase of 333,333 shares of the Company’s common stock at a per
                share exercise price of $0.30 per share, the fair market value on
                the date
                of original grant. Executive shall have a total of 1,333,333 fully
                vested
                options at an exercise price of $0.30 per
                share.

            


      	6.  	
              Executive
                shall have the right, in accordance with the March 7, 2006 Options
                Agreement, to exercise the options for a period of 3 months following
                the
                end of this Revised Employment Agreement, March 31,
                2008.

            


      


      


      


      In
        witness whereof, the parties have executed this Agreement as of the date
        first
        above written

      


      


      


      Lighting
        Science Group Corporation

      


      


      


      By:
        _________________________

      Name:
        Ron
        Lusk

      Title:
        Chairman and CEO

      


      


      


      


      By:
        _________________________

      Name:
        Robert Warshauer